1、 Basic information of the company
1. Historical evolution and basic information
Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as the company and collectively referred to as the group when including subsidiaries) was formerly known as Guizhou CHUANHENG Chemical Co., Ltd. and was established on November 25, 2002. On May 26, 2015, it was changed to Guizhou Chanhen Chemical Corporation(002895) . After the change, the registered capital of the company was 3 Shanghai Pudong Development Bank Co.Ltd(600000) 0000 yuan and the share capital was 3 Shanghai Pudong Development Bank Co.Ltd(600000) 0000 yuan.
On August 25, 2017, according to the reply on approving Guizhou Chanhen Chemical Corporation(002895) initial public offering (zjxk [2017] No. 1444) of China Securities Regulatory Commission, the company publicly issued 40010000 ordinary shares (A shares) in Shenzhen Stock Exchange, with a par value of 1 yuan per share and an increase of registered capital of 4001000000 yuan, The registered capital (share capital) after the change is RMB 4000000000.
On January 26, 2018, the company issued A-share common shares to the incentive objects in accordance with the 2017 restricted stock incentive plan. The company applied to increase the registered capital of RMB 707300000, which was subscribed by the incentive object. The changed registered capital was RMB 40708300000.
On June 24, 2019, according to the resolution of the company’s 2018 annual general meeting, the resolution of the eighth meeting of the second board of directors and the revised articles of association, due to the company’s failure to meet the conditions for lifting the restrictions in the first lifting period stipulated in the 2017 restricted stock incentive plan, the Company repurchased and cancelled 282920000 shares that failed to lift the restrictions, and the company applied to reduce the registered capital by 282920000 yuan, The registered capital after the change is RMB 40425380000.
On August 27, 2019, according to the resolution of the first extraordinary general meeting of shareholders in 2019, the resolution of the 12th meeting of the second board of directors and the amended articles of association, the company decided to terminate the implementation of the 2017 restricted stock incentive plan, repurchase and cancel 424380000 shares of granted and unlocked restricted shares, apply for a reduction of the registered capital of 424380000 yuan, and the changed registered capital is 4000000000 yuan.
On November 11, 2019, according to the relevant provisions of the company’s 2019 restricted stock incentive plan and the authorization of the company’s third extraordinary general meeting of shareholders in 2019, the company issued A-share common shares of the company to the incentive objects. The company applied to increase the registered capital of RMB 761 Shanghai Pudong Development Bank Co.Ltd(600000) , which was subscribed by the incentive object. The changed registered capital was RMB 40762 Shanghai Pudong Development Bank Co.Ltd(600000) .
According to the resolution of the 22nd Meeting of the second board of directors of the company, the resolution of the second extraordinary general meeting of shareholders in 2020 and the approval of the reply on approving Guizhou Chanhen Chemical Corporation(002895) non-public development of shares issued by China Securities Regulatory Commission (CSRC license [2020] 975), the company is approved to issue no more than 80002000 shares. According to the subscription of investors, the actual number of shares issued in this non-public offering is 80002000 shares, The issue price is 11.37 yuan per share, all of which are subscribed in cash. After the implementation of the above-mentioned non-public offering, the company applies to increase the registered capital (share capital) by 8000200000 yuan, and the changed registered capital (share capital) is 48762800000 yuan.
According to the provisions of the company’s restricted stock incentive plan in 2019 and the authorization of the company’s third extraordinary general meeting in 2019, the 29th meeting of the second board of directors of the company deliberated and approved the directional issuance of A-share common shares to the incentive object. The company applied to increase the registered capital by 795000 yuan, which was subscribed by the incentive object. The changed registered capital was 48842300000 yuan.
As of December 31, 2021, the registered capital of the company is RMB 48842300000 and the share capital is RMB 48842300000.
The company’s unified social credit Code: 9152270274114019k.
Legal representative of the company: Wu Haibin.
Address of the company: Longchang town, Fuquan City, Qiannan Buyei and Miao Autonomous Prefecture, Guizhou Province.
2. Business scope of the company
Business scope: those prohibited by laws, regulations and decisions of the State Council shall not be operated; If the license (examination and approval) is required by laws, regulations and decisions of the State Council, the business shall be operated on the basis of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that there is no need for permission (examination and approval), the market entities shall choose to operate independently. (calcium dihydrogen phosphate, calcium hydrogen phosphate, potassium dihydrogen phosphate, sodium dihydrogen phosphate, monoammonium phosphate, ammonium polyphosphate, acid type heavy superphosphate, urea phosphate, large element water-soluble fertilizer, mixed fertilizer (BB fertilizer), compound fertilizer (compound fertilizer), organic-inorganic compound fertilizer, chemical fertilizer, sulfuric acid, phosphoric acid, soil conditioner, water quality conditioner (modifier), phosphogypsum and its products, fluorosilicic acid, sodium fluorosilicate, iron phosphate Production and sales of lithium iron phosphate and lithium hexafluorophosphate; Providing agrochemical services; Purchase and sale of feed additives and fertilizer products; Purchase and sale of phosphate rock, calcium carbonate, sulfur, liquid ammonia, hydrochloric acid, coal, soda ash, sodium sulfate, lime, hydrogen peroxide (excluding hazardous chemicals), nitric acid, sodium hydroxide (liquid alkali), Wujinjiaodian and spare parts; The export business of self-produced products of the enterprise and the import business of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise, except for the goods that the state restricts the company to operate or prohibits the import and export. Projects involving licensed operation can only be operated after obtaining the permission of relevant departments)
The main products are feed grade calcium dihydrogen phosphate, monoammonium phosphate and phosphorus ore.
3. Industry nature of the company
The company belongs to the chemical industry.
4. Basic organizational structure of the company
The functional management departments of the company include the general manager’s office, administration department, procurement department, production department, chief engineer’s office, safety and environmental protection department, marketing center, finance department, human resources department, recycling Department, information department, quality control department, property management department, party work office, audit department, securities department, investment development department, new business center, ore supply and marketing department and Engineering Technology Research Institute; The company has two branches, one branch of its subsidiary CHUANHENG ecology, and nine subsidiaries included in the consolidated statements of the group.
2、 Scope of consolidated financial statements
The consolidated financial statements of the group include the company and Guizhou Zhengyi Industry Co., Ltd. (hereinafter referred to as “Zhengyi industry”), CHUANHENG Ecological Technology Co., Ltd. (hereinafter referred to as “CHUANHENG ecology”), Guizhou CHUANHENG Logistics Co., Ltd. (hereinafter referred to as “CHUANHENG logistics”), Guizhou CHUANHENG new material Co., Ltd. (hereinafter referred to as “CHUANHENG new material”), fudile Technology Co., Ltd. (hereinafter referred to as “fudile”) Guizhou Fulin Mining Co., Ltd. (hereinafter referred to as “Fulin mining”), Guangxi Pengyue Ecological Technology Co., Ltd. (hereinafter referred to as “Guangxi Pengyue”), Guizhou hengxuan new energy materials Co., Ltd. (hereinafter referred to as “hengxuan new energy”), Guizhou Fuqi Mining Co., Ltd. (hereinafter referred to as “Fuqi mining”) and other 9 subsidiaries.
Compared with the previous year, two subsidiaries of hengxuan new energy and Fuqi mining were added due to investment and establishment this year, and three subsidiaries of Hubei CHUANHENG Aike Ecological Technology Co., Ltd. (hereinafter referred to as “CHUANHENG Aike”), Guangxi Hengchang Ecological Technology Co., Ltd. (hereinafter referred to as “Guangxi Hengchang”) and Guizhou hengshengxing environmental protection Co., Ltd. (hereinafter referred to as “hengshengxing environmental protection”) were reduced due to transfer and cancellation this year.
See “VII. Changes in the scope of consolidation” and “VIII. Interests in other entities” in this note for details.
3、 Preparation basis of financial statements
(1) Preparation basis
The financial statements of the group are prepared on the basis of going concern, according to the actual transactions and events, in accordance with the accounting standards for business enterprises and relevant regulations issued by the Ministry of finance, and based on the accounting policies and accounting estimates described in “IV. important accounting policies and accounting estimates” in this note.
(2) Going concern
The group’s operation is in good condition. It is expected that there will be no major adverse events to sustainable operation in 12 months from the end of the period. It is reasonable for the group to prepare financial statements based on sustainable operation.
4、 Important accounting policies and accounting estimates
Specific accounting policies and accounting estimates suggest that the company and its subsidiaries are mainly engaged in the production and sales of calcium dihydrogen phosphate and monoammonium phosphate. According to the actual production and operation characteristics and the provisions of relevant accounting standards for business enterprises, the company and its subsidiaries have formulated several specific accounting policies and accounting estimates for transactions and events such as revenue recognition. See “IV. 29 revenue recognition principles and measurement methods” and other descriptions in this note for details.
1. Statement of compliance with accounting standards for business enterprises
The financial statements prepared by the company comply with the requirements of the accounting standards for business enterprises and truly and completely reflect the financial status, operating results, cash flow and other relevant information of the company and the group.
2. Accounting period
The accounting period of the group is from January 1 to December 31 of the Gregorian calendar.
3. Business cycle
The business cycle of the group is 12 months.
4. Recording currency
The group takes RMB as the recording currency.
5. Accounting treatment methods for business combinations under the same control and not under the same control
As the combining party, the assets and liabilities obtained in business combination under the same control shall be measured at the book value of the combined party in the consolidated statements of the final controller on the combination date. The difference between the book value of the net assets obtained and the book value of the merger consideration paid shall be adjusted to the capital reserve; If the capital reserve is insufficient to offset, the retained earnings shall be adjusted.
The identifiable assets, liabilities and contingent liabilities of the acquiree obtained in the business combination not under the same control shall be measured at fair value on the acquisition date. The combination cost is the sum of the fair value of cash or non cash assets, liabilities issued or assumed, equity securities issued, etc. paid by the group to obtain the control over the acquiree on the acquisition date and all directly related expenses incurred in the business combination (for the business combination realized step by step through multiple transactions, the combination cost is the sum of the costs of each single transaction). The difference between the combination cost and the fair value of the identifiable net assets of the acquiree obtained in the combination is recognized as goodwill; If the merger cost is less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the fair value of all identifiable assets, liabilities and contingent liabilities obtained in the merger, as well as the fair value of non cash assets or equity securities issued for the merger consideration shall be reviewed first. After review, if the merger cost is still less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, The difference shall be included in the non operating income of the current period of consolidation.
6. Preparation method of consolidated financial statements
The group includes all controlled subsidiaries in the scope of consolidated financial statements.
When preparing the consolidated financial statements, if the accounting policies or accounting periods adopted by the subsidiary are inconsistent with those adopted by the company, the financial statements of the subsidiary shall be adjusted as necessary according to the accounting policies or accounting periods of the company.
All major internal transactions, current balances and unrealized profits within the consolidation scope shall be offset during the preparation of the consolidated statements. The shares in the owner’s equity of subsidiaries that do not belong to the parent company and the shares in the current net profit and loss, other comprehensive income and total comprehensive income that belong to minority shareholders’ equity are listed in the items of “minority shareholders’ equity, minority shareholders’ profit and loss, other comprehensive income attributable to minority shareholders and total comprehensive income attributable to minority shareholders” in the consolidated financial statements respectively.
For the subsidiaries obtained through business combination under the same control, their operating results and cash flows shall be included in the consolidated financial statements from the beginning of the current period. When preparing and comparing the consolidated financial statements, the relevant items of the financial statements of the previous year are adjusted, which is deemed that the reporting entity formed after the merger has existed since the time point when the final controller began to control.
If the equity of the investee under the same control is obtained step by step through multiple transactions and finally forms a business combination, the treatment methods in the consolidated financial statements shall be supplemented and disclosed in the reporting period when the control is obtained. For example, the equity of the investee under the same control is acquired step by step through multiple transactions, and the business combination is finally formed. When preparing the consolidated statements, it is deemed that the adjustment exists in the current state when the final controller begins to control. When preparing the comparative statements, the relevant assets, assets and Liabilities are incorporated into the middle note of the consolidated financial statements of the group and the adjusted consolidated assets are adjusted in relevant reports to adjust the relevant items under Owners’ equity. In order to avoid double calculation of the value of the combined party’s net assets, for the long-term equity investment held by the group before the merger, the relevant losses, other comprehensive income and other changes in net assets recognized between the later of the date of obtaining the original equity and the date when the group and the combined party are under the final control of the same party and the merger date shall offset the opening retained earnings and current profits and losses during the comparative statement period respectively.
For subsidiaries acquired through business combination not under the same control, the operating results and cash flows shall be included in the consolidated financial statements from the date when the group obtains control. When preparing the consolidated financial statements, the financial statements of subsidiaries shall be adjusted on the basis of the fair value of all identifiable assets, liabilities and contingent liabilities determined on the acquisition date.
If the equity of the investee not under the same control is obtained step by step through multiple transactions and finally forms a business combination, the treatment methods in the consolidated financial statements shall be supplemented and disclosed in the reporting period when the control is obtained. For example, the equity of the investee not under the same control is acquired step by step through multiple transactions, and finally a business combination is formed. When preparing the consolidated statements, the equity of the acquiree held before the acquisition date is re measured according to the fair value of the equity on the acquisition date, and the difference between the fair value and its book value is included in the current investment income; The equity of the acquiree held before the relevant acquisition date involves other comprehensive income calculated by the equity method and other changes in owner’s equity other than net profit and loss, other comprehensive income and profit distribution, which are transferred to investment profit and loss in the current period of the acquisition date, except for other comprehensive income arising from the change of net liabilities or net assets due to the re measurement and setting of benefit plan by the investee.
The group partially disposes of long-term equity investments in subsidiaries without losing control. In the consolidated financial statements, the difference between the disposal price and the share of net assets of subsidiaries continuously calculated from the purchase date or merger date corresponding to the disposal of long-term equity investments is adjusted for capital premium or share capital premium, and the capital reserve is insufficient
